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EXPERT CONSULTING AGREEMENT - INDIVIDUAL VERSION

BY ACCEPTING THE TERMS AND CONDITIONS OF THIS EXPERT CONSULTING AGREEMENT (THE "AGREEMENT"), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

FOR THE PURPOSE OF THIS AGREEMENT, THE TERM "CONSULTANT" SHALL REFER TO YOU.

This Agreement is entered into by Zintro, Inc., a Delaware corporation ("Zintro"), and the Consultant, as of the date the Consultant submits his or her online registration as an Expert (as defined below) to Zintro.

INTRODUCTION

Zintro provides an automated network (the "Network") for use by clients ("Researchers") desiring to identify and consult with subject-matter experts in various fields ("Experts") for a fee on a per-consult basis. Zintro and the Consultant desire to establish the terms and conditions under which the Consultant will register as an Expert on the Network and consult with Researchers from time to time. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

1. Consults.

  1.1 Scheduling. From time to time, the Consultant may be contacted through the Network to provide consultation services for a Researcher (a "Consult"). The Consultant may accept or reject a Consult at his or her sole discretion, provided that the Consultant must reject certain Consults as described in Section 2 below.  Zintro has sole discretion to determine which Expert the Network will identify for any Consult request from a Researcher and Zintro has no obligation to provide Consultant with a minimum number of Consults, if any. Zintro will not participate in the Consult and is not responsible for the content of the Consult.

  1.2 Standard of Conduct/Expert Guidelines. The Consultant (a) shall perform his or her obligations and provide his or her services hereunder in a professional manner and in good faith, (b) shall not seek to offer his or her services for an initial Consult to Researchers identified to the Consultant by the Network other than through the Network, and (c) shall abide by all Zintro rules, policies and guidelines applicable to Experts, as amended from time to time (collectively, "Expert Guidelines"), in addition to complying with the terms and conditions of this Agreement.

  1.3 Duration of Consult. The duration of each Consult shall be as agreed to in advance of the Consult by the Consultant and the Researcher (the "Minimum Duration"); provided that the Consultant and the Researcher may agree to extend a Consult beyond such Minimum Duration.

  1.4 Termination of Consult. The Consultant or Researcher may terminate his or her participation in a Consult at any time. The Consultant shall be entitled to compensation pursuant to Section 4 for Consults terminated by either the Consultant or the Researcher more than five (5) minutes after the beginning of such Consult. The Consultant shall not be entitled to compensation pursuant to Section 4 for Consults terminated by either the Consultant or the Researcher within five (5) minutes of the beginning of such Consult.

  1.5 Confirmation. Following the completion of the Consult, the Consultant will confirm completion and certain other details regarding the Consult by using the confirmation function on the Network.  Zintro will confirm such information with the Researcher (the "Confirmation").  If the Researcher does not confirm such information and disputes the Consult, such dispute shall be resolved pursuant to Section 1.7.

  1.6 Ratings. The Consultant understands and agrees that Researchers will be permitted to provide ratings and reviews of the Consultant's performance, which will be available to other Researchers.

  1.7 Dispute Resolution. In the event there is a dispute between the Consultant and a Researcher relating to a Consult, the Consultant shall promptly notify Zintro of such dispute using the "Dispute" function on the Network, pursuant to which Zintro will make available on-line forms for the Consultant and the Researcher to each provide Zintro with a written summary of the dispute. Zintro may request additional information concerning the Dispute. Within thirty (30) days of Zintro receiving both written summaries, Zintro shall notify the Consultant and the Researcher in writing of its decision regarding the resolution of the dispute. Such decision shall be final and binding upon both the Consultant and the Researcher.

  1.8 Accuracy of Information. The Consultant represents and warrants that all views expressed to Researchers will accurately reflect the genuine personal views of the Consultant. The Consultant shall not misrepresent his or her experience, position or knowledge to Zintro, its representatives or any Researcher. The Consultant shall not represent himself or herself to any Researcher as a person acting or with authority to act on behalf of Zintro, any of its Affiliates or any other user of the Network.

2. Restrictions.

  2.1 Prohibited Consults. The Consultant shall decline to participate or discontinue participation in any Consult (regardless of whether Zintro introduces the Consultant to the Researcher seeking such Consult) where such participation could reasonably be expected to result in:
    (a)the disclosure of confidential or proprietary information belonging to or concerning any person or entity;
    (b)the breach of any agreement, obligation or duty (including any company policy or procedure) to which the Consultant is subject;
    (c)a violation of any law, rule or regulation;
    (d)a violation of any terms and conditions of the Network, including without limitation the terms and conditions of this Agreement; or
    (e)a conflict of interest or an appearance of a conflict of interest for the Consultant.

  2.2 Relationship to a Company. The Consultant shall decline to participate or discontinue participation in a Consult (regardless of whether Zintro introduces the Consultant to the Researcher seeking such Consult) relating in whole or in part to any company with respect to which the Consultant:
    (a)is, or has been during the prior six (6) months, (i) a director, officer or other employee of such company or any entity that such company controls, is controlled by or is under common control with (an "Affiliate"), or (ii) serves, or has during the prior six (6) months served, such company or its Affiliate as a consultant, advisor or in a similar capacity;
    (b)possesses sole or shared power to vote or dispose of at least two percent (2%) of any class of equity securities of such company;
    (c)has any other significant relationship that could result in access to material nonpublic information about such company; or
    (d)has or reasonably expects to have material nonpublic information about such company.

  2.3 Clinical Trials. The Consultant shall decline to participate or discontinue participation in Consults relating in whole or in part to a clinical study in which he or she is participating, or has during the prior six (6) months participated.

  2.4 Restricted Advice. The Consultant shall not provide to any Researcher any investment advice, or ratings, recommendations or other discussion of the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto, or any legal, medical, accounting or tax advice. The Consultant shall not make recommendations, signal or otherwise express opinions about a company to any Researcher (i) while in possession of material nonpublic information concerning such company or (ii) based on confidential proprietary information belonging to or concerning another person or entity. The Consultant agrees not to provide information to any Researcher that the Consultant knows or has reason to believe is false or misleading. The Consultant shall not disclose any trade secrets or confidential or proprietary information of any other party (all of the foregoing is collectively referred to as "Restricted Advice")

  2.5 No Inducement. The Consultant agrees not to induce any Researcher to: (a) provide any Restricted Advice; (b) disclose any material nonpublic information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material nonpublic information concerning such company; (c) disclose any confidential or proprietary information belonging to or concerning another entity, or make recommendations, signal or otherwise express opinions based on such information; (d) breach any agreement, obligation or duty (including any company policy or procedure) to which such Researcher is subject; (e) violate any law, rule or regulation to which such Researcher is subject; or (f) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Researcher. The Consultant shall immediately terminate any Consult with a Researcher who has attempted to induce the Consultant to engage in any conduct described in (a) through (f) of the preceding sentence and to notify Zintro promptly of such situation.

3. Term. This Agreement shall commence on the date hereof and shall continue until terminated in accordance with the provisions of Section 5.

4. Compensation.

  4.1 Consult Fee. The Consultant shall be responsible for providing his or her hourly rate for Consults to Zintro (the "Hourly Rate"). The Consultant shall be entitled to compensation for each Consult equal to the duration of the Consult multiplied by the Hourly Rate (the "Consult Fee"); provided that, except as provided in Section 1.4, in no event shall the Consult Fee be less than the Hourly Rate multiplied by the Minimum Duration. Within fifteen (15) days of Zintro's receipt of the Confirmation, Zintro shall pay the Consult Fee to the Consultant. The Consult Fee shall be payable in U.S. Dollars and exclusive of all applicable federal, state and local taxes.

  4.2 Referral Fees.     (a)Expert Referrals. In the event (i) the Consultant introduces an Expert to Zintro for the purpose of potentially performing a specific Consult, (ii) the Consultant is credited for such introduction by using the "Refer Expert" feature of the Network, and (iii) the Researcher requesting such Consult has notified Zintro in advance that such Researcher is willing to pay a referral fee for such referrals (which amount shall be in the sole discretion of the Researcher), the Consultant shall be entitled to receive such referral fee. The Consultant shall not be entitled to receive such referral fee for (x) any introduction in which the Consultant did not use the Refer Expert feature, or (y) any subsequent Consult performed by the introduced Expert, except as otherwise provided in Section 4.2(b).
    (b)Referral Agent. Consultant may apply to Zintro to become a "Referral Agent" on the Network, which application may be accepted or rejected in Zintro's sole discretion. In the event a Referral Agent introduces, and is credited for such introduction by using the "Refer Expert" feature of the Network, a person to Zintro who registers with the Network as an Expert, the Referral Agent shall be entitled to receive an amount equal to ten percent (10%) of the Consult Fees earned by such Expert for one year following such Expert's registration on the Network (the "Referral Agent Fee"). The Referral Agent must be in good standing with Zintro in order to receive such Referral Agent Fee.

  4.3 Benefits. The Consultant is an independent contractor and shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, if any, made available to employees of Zintro.

5. Termination. Either Zintro or the Consultant may terminate this Agreement upon written notice to the other party. In the event of such termination, the Consultant shall cease to perform all Consults. The Consultant shall be entitled to payment pursuant to Section 4.1 for Consults performed in accordance herewith prior to the date of such termination. Payments of the Consult Fee to the Consultant shall constitute full settlement of any and all claims of the Consultant of every description against Zintro. Sections 5 through 15 shall survive the termination of this Agreement. Zintro may, in its sole discretion, restrict the Consultant's access to the Network following the termination of this Agreement.

6. Confidential Information.

  6.1 Definition. "Confidential Information" shall include all information obtained by the Consultant in connection with the Consultant's participation in the Network pertaining in any manner to Researchers, Zintro or its Affiliates, or other Experts, including, without limitation, information that the Consultant learns in the course of a Consult.

  6.2 Restrictions on Use and Disclosure. From and after the date of this Agreement, the Consultant agrees not to disclose to any third party or use for any purpose other than the performance of the Consultant's obligations hereunder Confidential Information unless authorized in writing by the entity providing such Confidential Information to the Consultant, or required to do so by a court order or other governmental or regulatory body; provided that the Consultant shall promptly notify Zintro and the applicable Researcher (if the applicable Confidential Information was disclosed by a Researcher) of such compelled disclosure and shall use all reasonable efforts to prevent or minimize the extent of such disclosure.

  6.3 Exceptions. The Consultant's obligations under this Section 6 shall not apply to any information that is or becomes known to the general public under circumstances involving no breach by the Consultant of the terms of this Agreement.

7. Ownership of Consult Content.

  7.1 Consult Content. The Consultant understands and agrees that Consult Content (as defined below) may be used by Researchers (who participated in the applicable Consult) for their own purposes and that the Consultant has no rights to any product, discovery, invention, idea or other intellectual property that may result either directly or indirectly from, or based fully or partially upon, a Researcher's use of the Consult Content. To the extent necessary to accomplish the foregoing, the Consultant hereby grants, and hereby agrees to grant, to the applicable Researcher a worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up, transferable, license to use the applicable Consult Content for any purpose whatsoever. "Consult Content" shall include all opinions, information, materials or other communications or content created by the Consultant in connection with a Consult.

  7.2 Representation and Warranty. The Consultant represents and warrants that all Consult Content will be the Consultant's original work product and that the Consultant will be fully authorized to provide such Consult Content to the applicable Researcher.

8. No Conflict.

  8.1 Employment Obligations. The Consultant represents and warrants that his or her engaging in activities in connection with the Network does not, and shall not, breach any of his or her employment obligations or any agreement that obligates him or her to keep in confidence any trade secrets or confidential or proprietary information of any other party or to refrain from competing, directly or indirectly, with the business of any other party or otherwise conflict with any of his or her agreements or obligations to any other party.

  8.2 Applicable Law. The Consultant represents and warrants that his or her engaging in activities in connection with the Network does not, and shall not, violate any law, rule, regulation or other obligation. The Consultant further represents and warrants that the Consultant is and shall be in compliance with all ethical standards and rules of conduct that apply to the Consultant concerning the Consultant's activities in connection with the Network.

9. Liability and Indemnification.

  9.1 Limitation of Liability. CONSULTANT AGREES THAT, EXCEPT FOR CONSULT FEES DUE UNDER SECTION 4, ZINTRO, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE OBLIGATED TO THE CONSULTANT OR ANY THIRD PARTY FOR ANY CLAIMS, DAMAGES (INCLUDING WITHOUT LIMITATION FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES), LOSSES, COSTS (INCLUDING WITHOUT LIMITATION ANY AND ALL LEGAL FEES AND COSTS AND ANY OTHER EXPENSES INCURRED IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, OR SETTLING ANY COMMENCED OR THREATENED LITIGATION, ARBITRATION, PROCEEDING OR CLAIM) AND OTHER EXPENSES ARISING DIRECTLY OR INDIRECTLY OUT OF OR FROM THE CONSULTANT'S ACTS OR OMISSIONS IN CONNECTION WITH THE NETWORK (COLLECTIVELY, "CLAIMS"), including without limitation:
    (a)any inaccurate or incomplete information furnished as part of the Consultant's registration as an Expert or any updates thereto;
    (b)any dishonest, fraudulent, negligent or criminal act or omission by the Consultant in connection with the Network;
    (c)any breach by the Consultant of any provision of this Agreement or the Expert Guidelines; and
    (d)any claim that the use of any Consult Content infringes on the rights of a third-party.

  9.2 Indemnification. The Consultant agrees to indemnify, defend and hold harmless Zintro, its Affiliates, and their respective directors, officers, employees, consultants, agents and other representatives from and against any and all Claims relating to or arising out of the Consultant's role as an Expert, the Consultant's interaction with any Researcher or any breach of this Agreement by the Consultant.

10. Independent Contractor Status. The Consultant shall perform all services under this Agreement as an "independent contractor" and not as an employee or agent of Zintro or its Affiliates. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, Zintro or its Affiliates or to bind Zintro or its Affiliates in any manner.

11. Entire Agreement. This Agreement and the Expert Guidelines, as amended from time to time, constitute the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

12. Amendment. This Agreement may be amended or modified only by a written instrument agreed to by both Zintro and the Consultant, provided that the Expert Guidelines may be amended from time to time in the sole discretion of Zintro by posting such updated Expert Guidelines on the Zintro website and providing notice of such update to the Consultant.

13. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of law principles thereof.

14. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, Zintro may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Consultant are personal and shall not be assigned to any third party.

15. Miscellaneous.

  15.1 Notice of Inability to Comply. The Consultant shall notify Zintro immediately if and to the extent the Consultant is no longer able to comply with this any term or condition of this Agreement and if any of the representations or warranties regarding the Consultant ceases to be accurate as of any date while this Agreement is in effect.

  15.2 No Waiver. No delay or omission by Zintro in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Zintro on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

  15.3 Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

  15.4 Unenforceability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

  15.5 Notices. Any notice required to be delivered hereunder may be in written or electronic form and shall be effective upon receipt.